U.S.
        Securities and Exchange Commission
 Washington,
        D.C. 20549
 
 FORM
        10-Q
 (Mark
        One)
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                  ACT OF 1934
                for
                  the quarterly period ending September 30,
                  2007
 
 
 o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                  ACT OF 1934
  For
        the
        transition period from _____to_____
  Commission
        file number 000-31959
  
 NUCLEAR
        SOLUTIONS, INC.
 (Name
        of
        Small Business Issuer in its Charter)
 
 
 NEVADA
              88-0433815(State
                  of Incorporation)
              (IRS
                  Employer identification No.)
 
 
 5505
        Connecticut Ave NW, Suite 191 Washington, DC 20015
 (Address
        of principal executive offices) (Zip Code)
 
 
 Issuer's
        telephone number, (202) 787-1951
 
 
 Securities
        registered under Section 12 (b) of the Exchange Act: None
 
 Securities
        registered under Section 12(g) of the Exchange Act: Common Stock - $0.001
        par
        value
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definitions of “accelerated
        filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
        one): Large accelerated filer o,
        Accelerated filer o, Non-accelerated
        filer x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined by Rule
        12b-2 of the Exchange Act). Yes o  No
x
 
 Applicable
        on to corporate issuers
 
 State
        the
        number of shares outstanding of each of the issuer's class of Common equity,
        as
        of November 7 2007: 68,603,365
 
 Transitional
        Small Business Disclosure Format (Check One)Yes o No x
 
 
 NUCLEAR
          SOLUTIONS, INC.
 
 INDEX
 
 Part
          I -
          Financial Information
  Item 1.
                Consolidated
                    Financial Statements:Condensed
                    Consolidated Balance Sheet - September 30, 2007(unaudited)
                3Condensed
                    Consolidated Statements of Operations - Forthe
                    three and nine months ended September 30, 2007and
                    2006 (unaudited)
                4Condensed
                    Consolidated
                    Statement of Deficiency in Stockholders' EquityFor
                    the period January 1, 2007 to September 30, 2007
                    (unaudited)
                5Condensed
                    Consolidated Statements of Cash Flows - Forthe
                    nine months ended September 30, 2007 and 2006(unaudited)
                6Notes
                    to Condensed Consolidated Financial Statements(unaudited)
                7Item 2.
                MANAGEMENT'S
                    DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
                    AND RESULTS OF OPERATIONS
                12Item 3.
                Quantitative
                    and QualitativeDisclosures
                    About Market Risk
                13Item 4.
                Controls
                    and Procedures
                14Part
                    II - Other InformationItem 1.
                LegalProceedings
                15Item 1A.
                Risk
                    Factors
                15Item 2.
                Unregistered
                    Salesof
                    Equity Securities and Use of Proceeds
                23Item 3.
                Defaults
                    Upon Senior Securities
                23Item 4.
                Submission
                    of Matters
                    to a Vote of Security Holders
                23Item 5.
                Other
                    Information
                23Item 6.
                Exhibits
                24Signatures
  2
  PART
        I-FINANCIAL INFORMATION
 
 **Item
        1.**  **Financial
        Statements**
 NUCLEAR
              SOLUTIONS ,INC
 AND
              SUBSIDIARY
 CONDENSED
              CONSOLIDATED BALANCE SHEET
  September
                        30,
                    
                    December
                        31,2007
                    
                    2006(unaudited)ASSETSCurrent
                        assets:Cash
                    
                    $
                    1,855
                    
                    $
                    31,451Prepaid
                        Expenses
                    
                    
                    115,000
                    
                    
                    9,200Total
                        current assets
                    
                    
                    116,855
                    
                    
                    40,651Property
                        and equipment, net of accumulated depreciationof
                        $26,667 and $21,718 as of September 30, 2007 and December
                        31, 2006
                        respectively
                    
                    
                    8,977
                    
                    
                    13,926Other
                        assets
                    
                    
                    1,800
                    
                    
                    9,300Total
                        assets
                    
                    $
                    127,632
                    
                    $
                    63,877LIABILITIES
                        AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                        liabilities:Accounts
                        payable and accrued expenses
                    
                    $
                    2,655,719
                    
                    $
                    3,179,367Accrued
                        executive compensation
                    
                    
                    995,112
                    
                    
                    1,033,392Convertible
                        notes payable - related parties, net of discount of $
                        8,131and
                        $0 as of September 30, 2007 and December 31, 2006 respectively
                        (Note
                        4)
                    
                    
                    42,869
                    
                    
                    39,000Convertible
                        notes payable - other, net of discount of $80,096 andand
                        $0 as of September 30, 2007 and December 31, 2006 respectively
                        (Note
                        4)
                    
                    
                    786,977
                    
                    
                    903,711Total
                        current Liabilities
                    
                    
                    4,480,677
                    
                    
                    5,155,470Derivative
                        liability (Note 4)
                    
                    
                    122,978
                    
                    
                    -Total
                        liabilities
                    
                    
                    4,603,655
                    
                    
                    5,155,470Commitments
                        and contingenciesDeficiency
                        in stockholders' equity (Note 5)Preferred
                        stock, $0.0001 par value; 10,000,000 sharesauthorized,
                        no shares issued and outstandingCommon
                        stock, $0.0001 par value; 100,000,000shares
                        authorized, 66,053,365 and 53,665,644 issued andoutstanding
                        as of September 30, 2007 and December 31, 2006
                        respectively
                    
                    
                    6,605
                    
                    
                    5,367Additional
                        paid-in capital
                    
                    
                    15,237,320
                    
                    
                    10,927,066Deferred
                        equity based expense
                    
                    
                    (976,834
                    )
                    
                    (605,954
                    )Accumulated
                        deficit
                    
                    
                    (18,743,114
                    )
                    
                    (15,418,072
                    )Total
                        deficiency in stockholders' equity
                    
                    
                    (4,476,023
                    )
                    
                    (5,091,593
                    )Total
                        liabilities and deficiency in stockholders' equity
                    
                    $
                    127,632
                    
                    $
                    63,877
 The
              accompanying notes are an integral part of the
              unaudited condensed consolidated financial statements.
  3
  NUCLEAR
          SOLUTIONS, INC.
 AND
          SUBSIDIARY
 CONDENSED
          CONSOLIDATED STATEMENTS OF LOSSES
 (unaudited)
  For
                    the Three Months Ended September 30,
                
                For
                    the Nine Months Ended September 30,2007
                
                2006
                
                2007
                
                2006Revenue
                
                $
                -
                
                $
                203,000
                
                $
                100,000
                
                $
                223,000Executive
                    compensation
                
                
                13,750
                
                
                27,500
                
                
                41,250
                
                
                82,500Consulting
                
                
                472,053
                
                
                492,385
                
                
                1,959,115
                
                
                1,978,841Legal
                    and professional fees
                
                
                305,812
                
                
                187,032
                
                
                724,256
                
                
                589,611General
                    and administrative expenses
                
                
                35,282
                
                
                27,611
                
                
                116,179
                
                
                96,359Depreciation
                    and amortization
                
                
                1,625
                
                
                1,626
                
                
                4,949
                
                
                4,326-828,522
                
                
                736,154
                
                
                2,845,749
                
                
                2,751,637Loss
                    from operations
                
                
                (828,522
                )
                
                (533,154
                )
                
                (2,745,749
                )
                
                (2,528,637
                )Other
                    Income(expenses)Interest
                    expense
                
                
                (296,489
                )
                
                (36,775
                )
                
                (497,425
                )
                
                (110,117
                )Change
                    in fair value of derivative liability
                
                
                (9,249
                )
                
                -
                
                
                (81,869
                )
                
                -Loss
                    before provision for income taxes
                
                
                (1,134,260
                )
                
                (569,929
                )
                
                (3,325,043
                )
                
                (2,638,754
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    loss
                
                $
                (1,134,260
                )
                $
                (569,929
                )
                $
                (3,325,043
                )
                $
                (2,638,754
                )Basic
                    and diluted loss per share
                
                $
                (0.02
                )
                $
                (0.01
                )
                $
                (0.06
                )
                $
                (0.05
                )Weighted
                    average number of common sharesoutstanding,
                    basic and diluted
                
                
                62,014,227
                
                
                50,242,564
                
                
                58,688,169
                
                
                48,244,164
  
 The
          accompanying notes are an integral part of the unaudited condensed consolidated
          financial statements.
 4
  NUCLEAR
            SOLUTIONS, INC
 AND
            SUBSIDIARY
 CONDENSED
            CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
 FOR
            THE
            PERIOD JANUARY 1, 2007 TO SEPTEMBER 30, 2007
 (unaudited)
  Total
                      DeficiencyCommon
                      Stock
                  
                  Additional
                  
                  Deferred
                      Equity
                  
                  Accumulated
                  
                  in
                      Stockholders'Shares
                  
                  Amount
                  
                  Paid
                      - In Capital
                  
                  Based
                      Expense
                  
                  Deficit
                  
                  EquityBalance
                      December 31, 2006
                  
                  
                  53,665,644
                  
                  $
                  5,367
                  
                  $
                  10,927,066
                  
                  $
                  (605,954
                  )
                  $
                  (15,418,071
                  )
                  $
                  (5,091,592
                  )Shares
                      issued for services
                  
                  
                  3,291,209
                  
                  
                  329
                  
                  
                  1,896,091
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,896,420Shares
                      issued for accrued expenses
                  
                  
                  1,946,512
                  
                  
                  194
                  
                  
                  1,334,112
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,334,306Shares
                      issued for payment of debt and interest
                  
                  
                  7,150,000
                  
                  
                  715
                  
                  
                  609,180
                  
                  
                  -
                  
                  
                  -
                  
                  
                  609,895Beneficial
                      conversion feature
                  
                  
                  -
                  
                  
                  -
                  
                  
                  470,871
                  
                  
                  -
                  
                  
                  -
                  
                  
                  470,871Deferred
                      compensation
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,928,620
                  )
                  
                  -
                  
                  
                  (1,928,620
                  )Amortization
                      of deferred compensation
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,557,740
                  
                  
                  -
                  
                  
                  1,557,740Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (3,325,043
                  )
                  
                  (3,325,043
                  )Balance
                      September 30, 2007
                  
                  
                  66,053,365
                  
                  $
                  6,605
                  
                  $
                  15,237,320
                  
                  $
                  (976,834
                  )
                  $
                  (18,743,114
                  )
                  $
                  (4,476,023
                  )
  The
            accompanying notes are an integral part of the unaudited condensed consolidated
            financial statements.
  5
 NUCLEAR
            SOLUTIONS ,INC
 AND
            SUBSIDIARY
 CONDENSED
            CONSOLIDATED STATEMENT OF CASH FLOWS
 (unaudited)
  For
                      The Nine Months Ended September 30,2007
                  
                  2006CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      loss
                  
                  $
                  (3,325,043
                  )
                  $
                  (2,638,754
                  )Adjustments
                      to reconcile net loss to net cashused
                      in operating activities:Depreciation
                      and amortization
                  
                  
                  4,950
                  
                  
                  4,326Amortization
                      of debt discount - beneficial conversion feature ofconvertible
                      note and warrants
                  
                  
                  423,753
                  
                  
                  31,000Change
                      in fair value of derivative liability
                  
                  
                  81,869
                  
                  
                  -Stock
                      and warrants issued for services
                  
                  
                  3,454,160
                  
                  
                  2,090,678Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  -
                  
                  
                  60,000Prepaid
                      Expenses
                  
                  
                  (105,800
                  )
                  
                  -Other
                      Assets
                  
                  
                  7,500
                  
                  
                  (7,500
                  )Accounts
                      payable and accrued expenses
                  
                  
                  (1,044,685
                  )
                  
                  526,500Accrued
                      executive compensation
                  
                  
                  (38,280
                  )
                  
                  (24,088
                  )Net
                      cash (used in) provided by operating activities
                  
                  
                  (541,576
                  )
                  
                  42,162CASH
                      FLOWS FROM INVESTING ACTIVITIES:Purchases
                      of property and equipment
                  
                  
                  -
                  
                  
                  (7,602
                  )Net
                      cash used in investing activities
                  
                  
                  -
                  
                  
                  **(7,602**
                  **)**CASH
                      FLOWS FROM FINANCING ACTIVITIES:Proceeds
                      from issuance of debt
                  
                  
                  511,980
                  
                  
                  41,000Proceeds
                      fro sale of common stock
                  
                  
                  -
                  
                  
                  25,000Net
                      cash provided by financing activities
                  
                  
                  511,980
                  
                  
                  66,000Net
                      (decrease) increase in cash
                  
                  
                  (29,596
                  )
                  
                  100,560Cash,
                      beginning of period
                  
                  
                  31,451
                  
                  
                  22,696Cash,
                      end of period
                  
                  $
                  1,855
                  
                  $
                  123,256Supplemental
                      disclosures:Cash
                      paid for:Interest
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes
                  
                  $
                  -
                  
                  $
                  -Non-cash
                      investing and financial activities:Amortization
                      of debt discount - beneficial conversion feature ofconvertible
                      note and warrants
                  
                  $
                  423,753
                  
                  $
                  31,000Payment
                      of debt and interest with common stock
                  
                  $
                  609,895
                  
                  $
                  303,300Beneficial
                      conversion discount
                  
                  $
                  511,980
                  
                  $
                  31,000Payment
                      of accrued expenses with common stock
                  
                  $
                  1,334,306
                  
                  $
                  1,024,366
   The
            accompanying notes are an integral part of the unaudited condensed consolidated
            financial statements.
  6
 **NUCLEAR
          SOLUTIONS, INC.**
 
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
  September
          30, 2007
  (UNAUDITED)
  **NOTE
          1 - ORGANIZATION AND NATURE OF OPERATIONS**
  Nuclear
          Solutions, Inc. (the "Company") was organized February 27, 1997 under the
          laws
          of the State of Nevada, as Stock Watch Man, Inc. On September 12, 2001,
          the
          Company amended its articles of incorporation to change its name to Nuclear
          Solutions, Inc.
  On
          September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers
          Inc., formally, Future Fuels, Inc., which has had minimal operations through
          September 30, 2007.
  On
          July
          31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels,
          which
          has had no activity through September 30, 2007.
  The
          unaudited condensed consolidated financial statements include the accounts
          of
          the Company and Fuel Frontiers, Inc. All significant intercompany transactions
          and balances have been eliminated in the consolidated financial
          statement.
  **Business**
  Nuclear
          Solutions, Inc. is engaged in the research, development, and commercialization
          of innovative product technologies, which are generally early-stage, theoretical
          or commercially unproven. We operate a highly technical business and our
          primary
          mission is to develop advanced product technologies to address emerging
          market
          opportunities in the fields of homeland security, nanotechnology, and nuclear
          remediation.
  **Basis
          of Presentation**
 
 The
          accompanying unaudited condensed consolidated financial statements have
          been
          prepared in accordance with Regulation S-B promulgated by the Securities
          and
          Exchange Commission and do not include all of the information and footnotes
          required by generally accepted accounting principles in the United States for
          complete financial statements. In the opinion of management, these interim
          financial statements include all adjustments, which include only normal
          recurring adjustments, necessary in order to make the financial statements
          not
          misleading. The results of operations for such interim periods are not
          necessarily indicative of results of operations for a full year. The unaudited
          condensed consolidated financial statements should be read in conjunction
          with
          the audited consolidated financial statements and notes thereto of the
          Company
          and management's discussion and analysis of financial condition and results
          of
          operations included in the Company's Annual Report for the year ended December
          31, 2006 as filed with the Securities and Exchange Commission on Form
          10-KSB.
  7
 **NOTE
          2 - ACCOUNTING POLICIES AND PROCEDURES**
  **Use
          of Estimates**
  The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosures of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting periods. Actual results could differ from those
          estimates.
  **Loss
          Per Share**
  Basic
          and
          diluted loss per common share for all periods presented is computed based
          on the
          weighted average number of common shares outstanding during the year as
          defined
          by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock
          equivalents was not utilized since the effect would be anti-dilutive. At
          September 30, 2007 and 2006, the Company had 10,304,499 and 12,409,172
          potentially dilutive securities, respectively.
  **Revenue
          Recognition**
  Revenues
          are recognized in the period that services are provided. For revenue from
          product sales, the Company recognizes revenue in accordance with Staff
          Accounting Bulletin No. 104, Revenue Recognition ("SAB104"), which superceded
          Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
          ("SAB101"). SAB 101 requires that four basic criteria must be met before
          revenue
          can be recognized: (1) persuasive evidence of an arrangement exists; (2)
          delivery has occurred; (3) the selling price is fixed and determinable;
          and (4)
          collectibility is reasonably assured. Determination of criteria (3) and
          (4) are
          based on management's judgments regarding the fixed nature of the selling
          prices
          of the products delivered and the collectibility of those amounts. Provisions
          for discounts and rebates to customers, estimated returns and allowances,
          and
          other adjustments are provided for in the same period the related sales
          are
          recorded. The Company defers any revenue for which the product has not
          been
          delivered or is subject to refund until such time that the Company and
          the
          customer jointly determine that the product has been delivered or no refund
          will
          be required. Payments received in advance are deferred.
  SAB
          104
          incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
          Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting
          for
          arrangements that may involve the delivery or performance of multiple products,
          services and/or rights to use assets. The effect of implementing EITF 00-21
          on
          the Company's consolidated financial position and results of operations
          was not
          significant.
  Licensing
          fee income generally is being recognized ratably over the term of the license.
          The Company's management has determined that the collectibility and length
          of
          time to collect the remaining contracted price due from its licensee can
          not be
          reasonably assured. Accordingly, revenues will be recognized as
          collected.
  **Stock
          Based Compensation**
  We
          have
          adopted the fair value recognition provisions of Financial Accounting Standards
          Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No.
          123(R),
”Accounting for Stock-Based Compensation”, to account for compensation costs
          under our stock option plans. We previously utilized the intrinsic value
          method
          under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued
          to Employees” (as amended) ("APB 25").
  8
 
 **New
          Accounting Pronouncements**
 
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
          Financial Assets and Financial Liabilities.” SFAS
          159
          permits entities to choose to measure many financial instruments, and certain
          other items, at fair value. SFAS
          159
          applies to reporting periods beginning after November 15, 2007. The adoption
          of
          SFAS 159 is not expected to have a material impact on the Company’s financial
          condition or results of operations.
  **Reclassifications**
  Certain
          items in the 2006 financial statements have been reclassified to conform
          to the
          current period presentation.
  **NOTE
          3 - GOING CONCERN**
  The
          accompanying unaudited condensed consolidated financial statements have
          been
          prepared on a going concern basis, which contemplates the realization of
          assets
          and the settlement of liabilities and commitments in the normal course
          of
          business. As reflected in the accompanying unaudited condensed consolidated
          financial statements, the Company has a net loss of $3,325,043 for the
          nine
          months ended September 30, 2007, a working capital deficiency of $4,363,822
          at
          September 30, 2007 and a stockholders' deficiency of $4,476,023 at September
          30,
          2007. These factors raise substantial doubt about its ability to continue
          as a
          going concern. The ability of the Company to continue as a going concern
          is
          dependent on the Company's ability to raise additional funds and implement
          its
          business plan. The accompanying financial statements do not include any
          adjustments that might be necessary if the Company is unable to continue
          as a
          going concern.
 
 **NOTE
          4 - CONVERTIBLE DEBT**
  Notes
          payable at September 30, 2007 and December 31, 2006 are as follows:
 September
                    30,
                
                December
                    31,2007
                
                2006(unaudited)Denise
                    Barbato, bearing interest at 10% per year, convertible into common
                    stockat
                    $0.084 per share. The note is payable on December 31, 2007
                
                $
                336,093
                
                $
                862,711Denise
                    Barbato, bearing interest at 10% per year, convertible into common
                    stockat
                    $0.084 per share. The notes are payable on December 31,
                    2007
                
                
                431,000
                
                
                31,000Global
                    Atomic Inc. demand note payable to related party at 10% per
                    year,convertible
                    into common stock at $1.00 per share
                
                
                4,000
                
                
                4,000International
                    Fission demand note payable to related party at 10% per
                    year,convertible
                    into common stock at $1.00 per share
                
                
                15,000
                
                
                15,000Jackie
                    Brown, demand note payable to related party, non -interest
                    bearing,convertible
                    into common stock at $1.00 per share
                
                
                20,000
                
                
                20,000Long
                    Lane Capital demand note at 12 % per year
                
                
                --
                
                
                10,000Long
                    Lane Capital Credit Facility, convertible into common
                    stockAt
                    a 50% discount to market; interest rate 12%; maturity March 28,
                    2008
                
                
                99,980
                
                
                --John
                    Powers note, convertible into common stockAt
                    a 50% discount to market; interest rate 12%; maturity June 4,
                    2008
                
                
                12,000
                
                
                --Total
                    notes payable
                
                
                918,073
                
                
                942,711Less:
                    current portion
                
                
                (918,073
                )
                
                (942,711
                )Balance
                    notes payable (long term portion)
                
                $
                --
                
                $
                --
   9
  During
          the nine months ended September 30, 2007 the Company received advances
          from
          Denise Barbato in the amount of $400,000. The advances are convertible
          into
          common stock at the rate of $0.084 per share and the due date has been
          extended
          to December 31, 2007. Since the advances are convertible at a discount
          to
          market, the Company has recorded a debt discount related to the beneficial
          conversion feature in the amount of $400,000, based on the proceeds received.
          The discount is being amortized over the term of the debt, through December
          31,
          2007. Amortization of debt discount for the nine and three month periods
          ended
          September 30, 2007 was $369,114 and $240,234, respectively.
 
 On
          January 17, 2007 the Company issued 2,125,000 shares of common stock as
          payment
          of $164,486 of principle and $14,014 of accrued interest to Denise
          Barbato.
  On
          June
          20, 2007 the Company issued 2,000,000 shares of common stock as payment
          of
          $147,601 of principle and $20,399 of accrued interest to Denise
          Barbato.
 
 On
          September 12, 2007 the Company issued 3,000,000 shares of common stock
          as
          payment of $214,532 of principle and $37,468 of accrued interest to Denise
          Barbato.
 
 In
          March
          and April, 2007 the Company received an advance from Long Lane Capital
          in the
          amount of $99,980, pursuant to a $100,000 credit facility. The advance
          is
          convertible into common stock at the rate of 50% of market value and is
          due in
          March 2008. In connection with the total credit facility we have issued
          a common
          stock purchase warrant for 500,000 shares of common stock, exercisable
          at $0.35
          per share. In accordance with EITF 00-27, a portion of the proceeds of
          the
          current advance was allocated to the warrant associated with the current
          debt
          based on its relative fair value, which totaled $70,871 using the Black-Scholes
          option pricing model. The assumptions used in the Black-Scholes model are
          as
          follows: (1) dividend yield of 0%; (2) expected volatility of 100%, (3)
          risk-free interest rate of 4.5%, and (4) expected life of 2 years. We have
          also
          recorded a beneficial conversion feature in the amount of $29,109, based
          on the
          proceeds allocated to the debt. The aggregate discount is being amortized
          over
          the term of the debt, through March 28, 2008. Amortization of debt discount
          for
          the three and nine month periods ended September 30, 2007 was $26,396 and
          $50,772, respectively.
  The
          embedded conversion option related to the Long Lane Capital credit facility
          is
          accounted for under EITF issue No. 00-19 "Accounting for Derivative Financial
          Instruments Indexed to, and Potentially Settled in, a Company's Own Stock".
          We
          have determined that the embedded conversion option is a derivative liability.
          Accordingly, the embedded conversion option will be marked to market through
          earnings at the end of each reporting period. The conversion option is
          valued
          using the Black-Scholes valuation model. For the three and nine month periods
          ended September 30, 2007, the Company reflected a charge of $12,961 and
          $80,069,
          respectively, representing the change in the value of the embedded conversion
          option.
  On
          June
          4, 2007 the Company received $12,000 pursuant to a promissory note payable
          to
          John Powers, a director, bearing interest at 12% per year and maturing
          on June
          4, 2008. The note is convertible into common stock at the rate of 50% of
          market
          value. We have recorded a beneficial conversion feature in the amount of
          $12,000. The discount is being amortized over the term of the debt, through
          June
          4, 2008. Amortization of debt discount for the three and nine month periods
          ended September 30, 2007 was $3,016 and $3,868, respectively.
  The
          embedded conversion option related to the Powers note is accounted for
          under
          EITF issue No. 00-19. We have determined that the embedded conversion option
          is
          a derivative liability. Accordingly, the embedded conversion option will
          be
          marked to market through earnings at the end of each reporting period.
          The
          conversion option is valued using the Black-Scholes valuation model. For
          the
          three and nine month periods ended September 30, 2007, the Company reflected
          a
          credit of $3,712 and a charge of $1,800, respectively, representing the
          change
          in the value of the embedded conversion option.
 
 On
          March
          16, 2007 the Company issued 25,000 shares of common stock as payment of
          $10,000
          of principle and $1,395 of accrued interest to Long Lane Capital.
  10
 **NOTE
          5 - STOCKHOLDER'S EQUITY**
  During
          the nine months ended September 30, 2007 the Company issued an aggregate
          of
          3,291,209 shares of common stock, valued at $1,896,091, for consulting
          services.
  During
          the nine months ended September 30, 2007 the Company issued 1,946,512 shares
          as
          payment of expenses accrued at December 31, 2006 in the amount of
          $1,334,306.
  During
          the nine months ended September 30, 2007 the Company issued 7,125,000 shares
          of
          common stock as payment of $526,618 of principal and $71,882 of accrued
          interest
          due to Denise Barbato.
  During
          March 2007 the Company issued 25,000 shares of common stock as payment
          of
          $11,395 of principle and interest due to Long Lane Capital.
  In
          connection with the Long Lane Capital credit facility we have issued a
          common
          stock purchase warrant for 500,000 shares of common stock, exercisable
          at $0.35
          per share.
  During
          the nine months ended September 30, 2006 the Company issued an aggregate
          of
          1,446,099 shares of common stock, valued at 1,104,715 for consulting
          services.
  During
          the nine months ended September 30, 2006 the Company issued an aggregate
          of
          2,171,871 shares as payment of expenses accrued at December 31, 2005 in
          the
          amount of $1,056,445.
  During
          the nine months ended September 30,2006 the Company issued 2,800,000 shares
          of
          common stock as payment of $235,200 of interest accrued to Denise
          Barbato.
  In
          April
          2006 the company issued 309,545 shares to Long Lane capital valued at $68,100
          as
          a payment for the February 2005 note of $60,000 plus accrued interest of
          $8,100.
  **NOTE
          6- MAJOR SUPPLIERS AND CUSTOMERS**
  The
          Company licensed its technology to one customer during the three and nine
          months
          ended September 30, 2007 and 2006.
 
 **NOTE
          7 - SUBSEQUENT EVENTS**
 
 Subsequent
          to September 30, 2007, the company issued 2,550,000 restricted shares to
          Denise Barbato as a partial payment on the January 8, 2004 debt consolidated
          agreement and 74,636 registered shares valued at $29,000 for consulting
          services.
 
 On
          October 29, 2007 the company received a conversion notice from Long Lane
          capital, Inc. electing to exercise its conversion rights under the Revolving
          Line of Credit Agreement dated March 22, 2007 and requesting the delivery
          of
          1,174,648 shares as a payment in full for the outstanding demand note principle
          balance of $100,000 plus $6,305.70 accrued interest through October 31,
          2007.
  11
 **Item
        2.**  **Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operation**
 
 When
        used
        in this Form 10-Q and in our future filings with the Securities and Exchange
        Commission, the words or phrases will likely result, management expects,
        or we
        expect, will continue, is anticipated, estimated or similar expressions are
        intended to identify forward-looking statements within the meaning of the
        Private Securities Litigation Reform Act of 1995. Readers are cautioned not
        to
        place undue reliance on any such forward-looking statements, each of which
        speak
        only as of the date made. These statements are subject to risks and
        uncertainties, some of which are described below. Actual results may differ
        materially from historical earnings and those presently anticipated or
        projected. We have no obligation to publicly release the result of any revisions
        that may be made to any forward-looking statements to reflect anticipated
        events
        or circumstances occurring after the date of such statements.
 
 **Business
        Overview**
 
 Nuclear
        Solutions, Inc. is engaged in the research, development, and commercialization
        of innovative product technologies and processes, which are generally
        early-stage, theoretical or commercially unproven. We operate a highly technical
        business and our primary mission is to develop advanced product technologies
        to
        address emerging market opportunities in the fields of nuclear technology
        and
        synthetic and bio-fuels. The company, through its subsidiaries Fuel Frontiers,
        Inc. and Liquidyne Fuels, Inc. is also engaged in the development of facilities
        to produce alternative fuels from waste materials and bioethanol through
        conventional and commercially available fermentation processes.
 
 **Recent
        Developments**
 
 On
        April
        13, 2007, we entered into an engineering and design agreement whereby we
        pre-paid $100,000 for engineering services related to the construction of
        our
        waste to ultra-clean diesel projects.
 
 **Results
        of Operations**
 
 REVENUES:
        The Company reported revenues of $100,000 from our existing technology licence
        agreement, for the nine months ended September 30, 2007 as compared with
        revenues from continuing operations of $223,000 for the nine months ended
        September 30, 2006. The decrease in revenues is attributable to our policy
        of
        recognizing revenues on a cash basis. During the third quarter of 2007, we
        recieved and recognized $0 in revenue in the three months ended September
        30,
        2007.
 
 Business
        Concentration
 
 For
        the
        year ended December 31, 2006, and the nine month period ended September 30,
        2007, the balance of all accounts receivables was from one customer.
 
 TOTAL
        COSTS AND EXPENSES: Total costs and expenses from continuing operations
        increased from $2,861,754 for the nine months ended September 30, 2006 to
        $3,425,043 for the nine months ended September 30, 2007. The principal reason
        for this increase was due to an increase in legal, and professional fees
        as a
        result of increased business development activites.
  OPERATING
        EXPENSES: Operating expenses from continuing operations increased from
        $2,751,637 for the nine months ended September 30, 2006 to $2,845,749 for
        the
        nine months ended September 30, 2007. This increase was primarily due to
        increased business development activites, as stated above. Depreciation expense
        increased for the first nine months of 2007 versus the first nine months
        of
        2006, increasing from $4,326 for the nine months ended September 30, 2006
        to
        $4,949, for the nine months ended September 30, 2007. This slight increase
        reflects no significant increase or decrease in depreciable assets for the
        respective periods.
 
 12
 INTEREST
        EXPENSE: Interest expense increased from $110,117 for the nine months ended
        September 30, 2006 to $497,425 for the nine months ended September 30, 2007.
        This increase is due primarily to increased debt to finance company
        operations.
 
 SALES,
        GENERAL AND ADMINISTRATIVE: Sales, General & Administrative
 
 Expenses
        increased by $19,820 during the nine months ended September 30, 2007 to a
        total
        amount of $116,179 as compared to $96,359 for the nine months ended September
        30, 2006. The increase was due to increased travel and general business
        expenses.
 
 NET
        LOSS:
        The Company incurred a net loss of ($3,325,043) for the nine months ended
        September 30, 2007, compared with a net loss of ($2,638,754) for the nine
        months
        ended September 30, 2006, which reflects a year-to-year increase in the amount
        of loss for the period of $686,289. The principal reason for this increase
        was
        due to incurring more operating expenses as a result of increased business
        development activites.
 
 LIQUIDITY
        AND CAPITAL RESOURCES:
  As
        of
        September 30, 2007, we had a working capital deficit of $4,363,822 which
        compares to a working capital deficit of $ 4,097,020 as of September 30,
        2006.
        As a result of our operating losses for the nine month period ended September
        30, 2007, we generated a cash flow deficit of $541,576 from operating
        activities. Cash flows used in investing activities was $0 during the period.
        Cash flows provided by financing activities were $511,980 on proceeds from
        short-term notes payable.
 
 In
        addition to the revenue provided by the license agreement with IPTH,
        a dditional
        financing will be required in order to meet our current and projected cash
        flow
        deficits from operations and development. We are seeking financing in the
        form
        of equity capital in order to provide the necessary working capital. We
        currently have no commitments for financing. There is no guarantee that we
        will
        be successful in raising the funds required. We intend to use the proceeds
        derived from revenues or financing to pay salaries, and general and
        administrative expenses to maintain the core operations of the company. By
        adjusting our operations and development to the level of capitalization,
        we
        believe that the annual expected license revenue of $970,000, if collected,
        will
        be sufficient to sustain the basic company operations over the next 12
        months.
 
 Management
        believes it has sufficient capital resources to meet basic General and
        Administrative expenses through the next twelve months. However, if thereafter,
        we are not successful in generating sufficient liquidity from operations
        or in
        raising sufficient capital resources, on terms acceptable to us, this could
        have
        a material adverse effect on our business, results of operations liquidity
        and
        financial condition.
  **Item
        3. Quantitative and Qualitative Disclosures About Market
        Risk**
 
 Cash
        and
        Cash Equivalents
 
 We
        have
        historically invested our cash and cash equivalents in short-term, fixed
        rate,
        highly rated and highly liquid instruments which are reinvested when they
        mature
        throughout the year. Although our existing investments are not considered
        at
        risk with respect to changes in interest rates or markets for these instruments,
        our rate of return on short-term investments could be affected at the time
        of
        reinvestment as a result of intervening events. As of September 30, 2007,
        we had
        cash and cash equivalents aggregated $1,855.
 
 13
 The
        Company does not issue or invest in financial instruments or their derivatives
        for trading or speculative purposes.  The operations of the Company are
        conducted primarily in the United States, and, are not subject to material
        foreign currency exchange risk. Although the Company has outstanding debt
        and related interest expense, market risk of interest rate exposure in the
        United States is currently not material.
 
 Debt
 
 The
        interest rate on our outstanding debt obligations are fixed and are not subject
        to market fluctuations. Some of our convertible debt may have its interest
        costs
        increased if the debt is converted into common stock because the conversion
        price is a function of the market price of our common stock.
 
 **Item
        4. Controls and Procedures.**
 
 (a)
              Evaluation
                  of Disclosure Controls and
                  Procedures.
 
 As
        of the
        end of the reporting period, March 31, 2007, we carried out an evaluation,
        under
        the supervision and with the participation of our management, including the
        Company's Chairman and Chief Executive Officer and the Chief Financial Officer,
        of the effectiveness of the design and operation of our disclosure controls
        and
        procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934
        (the "Exchange Act"), which disclosure controls and procedures are designed
        to
        insure that information required to be disclosed by a company in the reports
        that it files under the Exchange Act is recorded, processed, summarized and
        reported within required time periods specified by the SEC's rules and forms.
        Based upon that evaluation, the Chairman and the Chief Financial Officer
        concluded that our disclosure controls and procedures were not completely
        effective in timely alerting them to material information relating to the
        Company and required to be included in the Company's period SEC filings.
        The
        particular weakness identified related to the reporting of the issuance of
        unregistered common stock which exceeded one percent of our issued and
        outstanding common stock which should have been reported on a Form 8-K Current
        Report. The Company failed to file the Form 8-K due to the fact that on December
        31, 2006, the Company exceeded the public float limitations of Regulation
        S-B
        and was required to report under Regulation S-K. This loss of Regulation
        S-B
        eligibility required the reporting of unregistered equity securities when
        the
        issuance exceeded one percent of the Company’s issued and outstanding equity
        securities, rather than five percent as required by Regulation S-B. As a
        result
        of loss of Regulation S-B eligibility, the Company failed to timely report
        the
        issuance of unregistered common stock in January, September and October 2007.
        Failure to timely report this issuance was a material weakness. The Company
        has
        taken corrective action and changed its reporting procedures in a manner
        which
        it believes is consistent with Regulation S-K reporting
        requirements.
  (b)
              Changes
                  in Internal Control.
 
 Subsequent
        to the date of such evaluation as described in subparagraph(a)above, and
        noted
        above, there were no changes in our internal controls or other factors that
        could significantly affect these controls, including any corrective action
        with
        regard to significant deficiencies and material weaknesses.
  14
  (c)
              Limitations.
 
 Our
        management, including our Principal Executive Officer and Principal Financial
        Officer, does not expect that our disclosure controls or internal controls
        over
        financial reporting will prevent all errors or all instances of fraud. A
        control
        system, no matter how well designed and operated, can provide only reasonable,
        not absolute, assurance that the control system's objectives will be met.
        Further, the design of a control system must reflect the fact that there
        are
        resource constraints, and the benefits of controls must be considered relative
        to their costs. Because of the inherent limitations in all control systems,
        no
        evaluation of controls can provide absolute assurance that all control issues
        and instances of fraud, if any, within our company have been detected. These
        inherent limitations include the realities that judgments in decision-making
        can
        be faulty, and that breakdowns can occur because of simple error or mistake.
        Controls can also be circumvented by the individual acts of some persons,
        by
        collusion of two or more people, or by management override of the controls.
        The
        design of any system of controls is based in part upon certain assumptions
        about
        the likelihood of future events, and any design may not succeed in achieving
        its
        stated goals under all potential future conditions. Over time, controls may
        become inadequate because of changes in conditions or deterioration in the
        degree of compliance with policies or procedures. Because of the inherent
        limitation of a cost-effective control system, misstatements due to error
        or
        fraud may occur and not be detected.
 
 PART
        II-OTHER INFORMATION
 
 **Item
        1.****Legal
        Proceedings.**
 
 The
        Company is not a party to any pending material legal proceedings.
 
 **Item
        1A.**  **Risk
        Factors**
 
 Cautionary
        Factors that may Affect Future Results
 
 We
        provide the following cautionary discussion of risks, uncertainties and possible
        inaccurate assumptions relevant to our business and our products. These are
        factors that we think could cause our actual results to differ materially
        from
        expected results. Other factors besides those listed here could adversely
        affect
        us.
 
 Trends,
        Risks and Uncertainties
 
 The
        Company has sought to identify what it believes to be the most significant
        risks
        to its business as discussed in "Risk Factors" above, but cannot predict
        whether
        or not or to what extent any of such risks may be realized nor can there
        be any
        assurances that the Company has identified all possible risks that might
        arise.
        Investors should carefully consider all of such risk factors before making
        an
        investment decision with respect to the Company's common stock.
 
 15
 Limited
        operating history; anticipated losses; uncertainly of future
        results
 
 The
        Company has only a limited operating history upon which an evaluation of
        the
        Company and its prospects can be based. The Company’s prospects must be
        evaluated with a view to the risks encountered by a company in an early stage
        of
        development, particularly in light of the uncertainties relating to the business
        model that the Company intends to market and the potential acceptance of
        the
        Company’s business model. The Company will be incurring costs to develop,
        introduce and enhance its products, to establish marketing relationships,
        to
        acquire and develop products that will complement each other, and to build
        an
        administrative organization. To the extent that such expenses are not
        subsequently followed by commensurate revenues, the Company's business, results
        of operations and financial condition will be materially adversely affected.
        There can be no assurance that the Company will be able to generate sufficient
        revenues from the sale of its products and services. The Company expects
        that
        negative cash flow from operations may exist for the next 12 months as it
        continues to develop and market its products and services. If cash generated
        by
        operations is insufficient to satisfy the Company's liquidity requirements,
        the
        Company may be required to sell additional equity or debt securities. The
        sale
        of additional equity or convertible debt securities would result in additional
        dilution to the Company's shareholders.
 
 Risk
        Factors:
 
 INTELLECTUAL
        PROPERTY RIGHTS
 
 The
        company regards its patents, trademarks, trade secrets, and other intellectual
        property (collectively, the "Intellectual Property Assets") as critical to
        its
        success. The company relies on a combination of patents, trademarks, and
        trade
        secret and copyright laws, as well as confidentiality procedures, contractual
        provisions, and other similar measures, to establish and protect its
        Intellectual Property Assets.
 
 We
        generally enter into confidentiality and invention agreements with our employees
        and consultants. However, patents and agreements and various other measures
        we
        take to protect our intellectual property from use by others may not be
        effective for various reasons, including the following:
 
 Our
        pending patent applications may not be granted for various reasons, including
        the existence of similar patents or defects in the applications; arties to
        the
        confidentiality and invention agreements may have such agreements declared
        unenforceable or, even if the agreements are enforceable, may breach such
        agreements;
 
 The
        costs
        associated with enforcing patents, confidentiality and invention agreements
        or
        other intellectual property rights may make aggressive enforcement cost
        prohibitive;
 
 16
 Even
        if
        we enforce our rights aggressively, injunctions, fines and other penalties
        may
        be insufficient to deter violations of our intellectual property rights;
        and
 
 Other
        persons may independently develop proprietary information and techniques
        that,
        although functionally equivalent or superior to our intellectual proprietary
        information and techniques, do not breach our patented or unpatented proprietary
        rights.
 
 Because
        the value of our company and common stock is rooted primarily in our proprietary
        intellectual property, our inability to protect our proprietary intellectual
        property or gain a competitive advantage from such rights could have a material
        adverse effect on our business.
 
 In
        addition, we may inadvertently be infringing on the proprietary rights of
        other
        persons and may be required to obtain licenses to certain intellectual property
        or other proprietary rights from third parties. Such licenses or proprietary
        rights may not be made available under acceptable terms, if at all. If we
        do not
        obtain required licenses or proprietary rights, we could encounter delays
        in
        product development or find that the development or sale of products requiring
        such licenses is foreclosed.
 
 We
        anticipate that any business model we develop will be subject to change.
        At this
        time it is impossible for us to predict the degree to which demand for our
        products will evolve or whether any potential market will be large enough
        to
        provide any meaningful revenue or profit for us.
 
 We
        have
        not been profitable since our inception. Although we believe that we may
        recognize revenues during the next twelve months based on our licence agreement
        with IPTH, and expressions of interest from third parties, there can be no
        assurances as to when and whether we will be able to commercialize our products
        and technologies and realize any revenues. Our technologies have never been
        utilized on a large-scale commercial basis.
 
 We
        expect
        that we will continue to generate losses until at least such time as we can
        commercialize our technologies. No assurance can be given that we can complete
        the development of any technology or that, if any technology is fully developed,
        it can be manufactured and marketed on a commercially viable basis. Furthermore,
        no assurance can be given that any technology will receive market acceptance.
        We
        are subject to all risks inherent in the establishment of a developing or
        new
        business. Certain nuclear technologies we are developing may be regulated
        now or
        in the future by the
 United
        States Government and may subject to regulatory requirements or export
        restrictions.
 
 Management
        of Growth
 
 The
        Company expects to experience growth in the number of employees relative
        to its
        current levels of employment and the scope of its operations. In particular,
        the
        Company may need to hire scientists, as well as sales, marketing and
        administrative personnel. Additionally, acquisitions could result in an increase
        in employee headcount and business activity. Such activities could result
        in
        increased responsibilities for management. The Company believes that its
        ability
        to attract, train, and retain qualified technical, sales, marketing, and
        management personnel, will be a critical factor to its future success. During
        strong business cycles, the Company may experience difficulty in filling
        its
        needs for qualified personnel.
 
 17
 The
        Company's future success will be highly dependent upon its ability to
        successfully manage the expansion of its operations. The Company's ability
        to
        manage and support its growth effectively will be substantially dependent
        on its
        ability to implement adequate financial and management controls, reporting
        systems, and other procedures and hire sufficient numbers of financial,
        accounting, administrative, and management personnel. The Company is in the
        process of establishing and upgrading its financial accounting and procedures.
        There can be no assurance that the Company will be able to identify, attract,
        and retain experienced accounting and financial personnel. The Company's
        future
        operating results will depend on the ability of its management and other
        key
        employees to implement and improve its systems for operations, financial
        control, and information management, and to recruit, train, and manage its
        employee base. There can be no assurance that the Company will be able to achieve
        or manage any such growth successfully or to implement and maintain adequate
        financial and management controls and procedures, and any inability to do
        so
        would have a material adverse effect on the Company's business, results of
        operations, and financial condition.
 
 The
        Company's future success depends upon its ability to address potential market
        opportunities while managing its expenses to match its ability to finance
        its
        operations. This need to manage its expenses will place a significant strain
        on
        the Company's management and operational resources. If the Company is unable
        to
        manage its expenses effectively, the Company's business, results of operations,
        and financial condition may be materially adversely affected.
 
 Risks
        associated with acquisitions
 
 As
        a
        major component of its business strategy, the Company expects it may acquire
        assets, and businesses, and, or technologies relating to or complementary
        to its
        business model. Any acquisitions by the Company would involve risks commonly
        encountered in acquisitions of companies. These risks would include, among
        other
        things, the following: the Company could be exposed to unknown liabilities
        of
        the acquired companies; the Company could incur acquisition costs and expenses
        higher than it anticipated; fluctuations in the Company's quarterly and annual
        operating results could occur due to the costs and expenses of acquiring
        and
        integrating new businesses or technologies; the Company could experience
        difficulties and expenses in assimilating the operations and personnel of
        the
        acquired businesses; the Company's ongoing business could be disrupted and
        its
        management's time and attention diverted; the Company could be unable to
        integrate successfully.
 
 Liquidity
        and Working Capital Risks; Need for Additional Capital to Finance
        Growth and Capital Requirements
 
 18
 We
        have
        had limited working capital and we are relying upon notes (borrowed funds)
        to
        operate. We may seek to raise capital from public or private equity or debt
        sources to provide working capital to meet our general and administrative
        costs
        until net revenues make the business self-sustaining. We cannot guarantee
        that
        we will be able to raise any such capital on terms acceptable to us or at
        all.
        Such financing may be upon terms that are dilutive or potentially dilutive
        to
        our stockholders. If alternative sources of financing are required, but are
        insufficient or unavailable, we will be required to modify our growth and operating
        plans in accordance with the extent of available funding.
 
 New
        Business
 
 We
        are a
        new business and you should consider factors which could adversely affect
        our
        ability to generate revenues, which include, but are not limited to, maintenance
        of positive cash flow, which depends on our ability both to raise capital
        and to
        obtain additional financing as required, as well as the level of sales
        revenues.
 
 Potential
        fluctuations in quarterly operating results -
 
 Our
        quarterly operating results may fluctuate significantly in the future as
        a
        result of a variety of factors, most of which are outside our control,
        including: the interest in our products; seasonal trends in purchasing, the
        amount and timing of capital expenditures and other costs relating to the
        development of our products; price competition or pricing changes in the
        industry; technical difficulties or system downtime; general economic
        conditions. Our quarterly results may also be significantly impacted by the
        impact of the accounting treatment of acquisitions, financing transactions
        or
        other matters. Particularly at our early stage of development, such accounting
        treatment can have a material impact on the results for any quarter. Due
        to the
        foregoing factors, among others, it is likely that our operating results
        will
        fall below our expectations or those of investors in some future
        quarter.
 
 Dependence
        Upon Management
 
 Our
        future performance and success are dependant upon the efforts and abilities
        of
        our management team, directors and key contractors. If we lost the services
        key
        members of management or other key employees before we could get a qualified
        replacement, that loss could materially adversely affect our business. We
        do not
        maintain key man life insurance on any of our Management.
 
 Lack
        of
        Independent Directors
 
 We
        cannot
        guarantee that our Board of Directors will have a majority of independent
        directors in the future. In the absence of a majority of independent directors,
        our executive officers, who are also principal stockholders and directors,
        could
        establish policies and enter into transactions without independent review
        and
        approval thereof. This could present the potential for a conflict of interest
        between the Company and its stockholders generally and the controlling officers,
        stockholders, or directors.
 
 19
 Limitation
        of Liability and Indemnification of Officers and Directors
 
 Our
        officers and directors are required to exercise good faith and high integrity
        in
        our management affairs. Our Articles of Incorporation provide, however, that
        our
        officers and directors shall have no liability to our shareholders for losses
        sustained or liabilities incurred which arise from any transaction in their
        respective managerial capacities unless they violated their duty of loyalty,
        did
        not act in good faith, engaged in intentional misconduct or knowingly violated
        the law, approved an improper dividend or stock repurchase, or derived an
        improper benefit from the transaction. Our Articles and By-Laws also provide
        for
        the indemnification by us of the officers and directors against any losses
        or
        liabilities they may incur as a result of the manner in which they operate
        our
        business or conduct the internal affairs, provided that in connection with
        these
        activities they act in good faith and in a manner that they reasonably believe
        to be in, or not opposed to, the best interests of the Company, and their
        conduct does not constitute gross negligence, misconduct or breach of fiduciary
        obligations.
 
 Audit's
        Opinion Expresses Doubt About The Company's Ability To Continue As a "Going
        Concern".
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared assuming the Company will continue as a going concern. As discussed
        in
        Note 3 to the unaudited condensed consolidated financial statements, the
        Company
        has suffered recurring losses from operations. This raises substantial doubt
        about its ability to continue as a going concern. Management's plans in regard
        to these matters are also described in Note 3. The financial statements do
        not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 Delays
        in
        the Introduction of Our Products
 
 The
        Company may be subject to regulation by numerous governmental authorities.
        Failure to obtain regulatory approvals or delays in obtaining regulatory
        approvals by the Company, its collaborators or licensees would adversely
        affect
        the marketing of products developed by the Company, as well as hinder the
        Company's ability to generate product revenues. Further, there can be no
        assurance that the Company, its collaborators or licensees will be able to
        obtain the necessary regulatory approvals. Although the Company does not
        anticipate problems satisfying any of the regulations involved, the Company
        cannot foresee the possibility of new regulations that could adversely affect
        the business of the Company.
 
 Dependence
        on Independent Parties to Produce our Products
 
 The
        Company may be dependent upon current and future collaborations with and
        among
        independent parties to research, develop, test, manufacture, sell, or distribute
        our products. The Company intends to continue to rely on such collaborative
        arrangements. Some of the risks and uncertainties related to the reliance
        on
        such collaborations include, but are not limited to 1) the ability to negotiate
        acceptable collaborative arrangements, 2) the fact that future or existing
        collaborative arrangements may not be successful or may not result in products
        that are marketed or sold, 3) such collaborative relationships may actually
        act
        to limit or restrict the Company, 4) collaborative partners are free to pursue
        alternative technologies or products either on their own or with others,
        including the Company's competitors 5) the Company's partners may terminate
        a
        collaborative relationship and such termination may require the Company to
        seek
        other partners, or expend substantial additional resources to pursue these
        activities independently. These efforts may not be successful and may interfere
        with the Company's ability to manage, interact and coordinate its timelines
        and
        objectives with its strategic partners.
 
 20
 Government
        Regulation
 
 Our
        products and technologies and our ongoing research and development activities
        are subject to regulation for safety, efficacy and quality by numerous
        governmental authorities in the United States and other countries. Depending
        on
        the technology, regulatory approvals and certification may be necessary from
        the
        Department of Transportation, Department of Energy, Nuclear Regulatory
        Commission, Environmental Protection Agency, Department of Defense, and other
        federal, state, or local facilities. Failures or delays by the company or
        its
        affiliates or licensees in obtaining the required regulatory approvals would
        adversely affect the marketing of products that the company develops and
        our
        ability to receive product revenues or royalties.
 
 Limited
        Market Due To Penny Stock
 
 The
        Company's stock differs from many stocks, in that it is a "penny stock."
        The
        Securities and Exchange Commission has adopted a number of rules to regulate
        "penny stocks." These rules include, but are not limited to, Rules 3a5l-l,
        15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and
        Exchange Act of 1934, as amended. Because our securities probably constitute
        "penny stock" within the meaning of the rules, the rules would apply to us
        and
        our securities. The rules may further affect the ability of owners of our
        stock
        to sell their securities in any market that may develop for them. There may
        be a
        limited market for penny stocks, due to the regulatory burdens on
        broker-dealers. The market among dealers may not be active. Investors in
        penny
        stock often are unable to sell stock back to the dealer that sold them the
        stock. The mark-ups or commissions charged by the broker-dealers may be greater
        than any profit a seller may make. Because of large dealer spreads, investors
        may be unable to sell the stock immediately back to the dealer at the same
        price
        the dealer sold the stock to the investor. In some cases, the stock may fall
        quickly in value. Investors may be unable to reap any profit from any sale
        of
        the stock, if they can sell it at all. Stockholders should be aware that,
        according to the Securities and Exchange Commission Release No. 34- 29093,
        the
        market for penny stocks has suffered in recent years from patterns of fraud
        and
        abuse. These patterns include: - Control of the market for the security by
        one
        or a few broker- dealers that are often related to the promoter or issuer;
        -
        Manipulation of prices through prearranged matching of purchases and sales
        and
        false and misleading press releases; - "Boiler room" practices involving
        high
        pressure sales tactics and unrealistic price projections by inexperienced
        sales
        persons; - Excessive and undisclosed bid-ask differentials and markups by
        selling broker- dealers; and - The wholesale dumping of the same securities
        by
        promoters and broker- dealers after prices have been manipulated to a desired
        level, along with the inevitable collapse of those prices with consequent
        investor losses. Furthermore, the "penny stock" designation may adversely
        affect
        the development of any public market for the Company's shares of common stock
        or, if such a market develops, its continuation. Broker-dealers are required
        to
        personally determine whether an investment in "penny stock" is suitable for
        customers. Penny stocks are securities (i) with a price of less than five
        dollars per share; (ii) that are not traded on a "recognized" national exchange;
        (iii) whose prices are not quoted on the NASDAQ automated quotation system
        (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of
        an
        issuer with net tangible assets less than $2,000,000 (if the issuer has been
        in
        continuous operation for at least three years) or $5,000,000 (if in continuous
        operation for less than three years), or with average annual revenues of
        less
        than $6,000,000 for the last three years. Section 15(g) of the Exchange Act,
        and
        Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks
        to
        provide potential investors with a document disclosing the risks of penny
        stocks
        and to obtain a manually signed and dated written receipt of the document
        before
        effecting any transaction in a penny stock for the investor's account. Potential
        investors in the Company's common stock are urged to obtain and read such
        disclosure carefully before purchasing any shares that are deemed to be "penny
        stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks
        to
        approve the account of any investor for transactions in such stocks before
        selling any penny stock to that investor. This procedure requires the
        broker-dealer to (i) obtain from the investor information concerning his
        or her
        financial situation, investment experience and investment objectives; (ii)
        reasonably determine, based on that information, that transactions in penny
        stocks are suitable for the investor and that the investor has sufficient
        knowledge and experience as to be reasonably capable of evaluating the risks
        of
        penny stock transactions; (iii) provide the investor with a written statement
        setting forth the basis on which the broker-dealer made the determination
        in
        (ii) above; and (iv) receive a signed and dated copy of such statement from
        the
        investor, confirming that it accurately reflects the investor's financial
        situation, investment experience and investment objectives. Compliance with
        these requirements may make it more difficult for the Company's stockholders
        to
        resell their shares to third parties or to otherwise dispose of
        them.
 
 21
 Potential
        Inability of Officers to Devote Sufficient Time to the Operations of the
        Business
 
 Our
        officers are not currently being paid all of their salaries. In some cases,
        officers are not paid at all. Unless we are able to secure additional funding
        for operations, we cannot guarantee that they will be able to continue to
        devote
        sufficient time to the operations of the business.
 
 Sarbanes-Oxley
        Act of 2002
 
 We
        will
        be required to evaluate our internal controls under Section 404 of the
        Sarbanes-Oxley Act of 2002 (“SOX”), and any adverse results from such evaluation
        could result in a loss of investor confidence in our financial reports and
        have
        an adverse effect on the price of our shares of common stock. Pursuant to
        Section 404 of SOX, beginning with our annual report on Form 10-K for the
        fiscal
        year ended February 29, 2008, we will be required to furnish a report by
        management on our internal controls over financial reporting.  This report
        will contain among other matters, an assessment of the effectiveness of our
        internal control over financial reporting, including a statement as to whether
        or not our internal control over financial reporting is effective.  This
        assessment must include disclosure of any material weaknesses in our internal
        control over financial reporting identified by our management.  This report
        must also contain a statement that our auditors have issued an attestation
        report on our management’s assessment of these internal controls.  Public
        Company Accounting Oversight Board Auditing Standard No. 2 provides the
        professional standards for auditors to attest to, and report on, our
        management’s assessment of the effectiveness of internal control over financial
        reporting under Section 404.
 
 We
        cannot
        be certain that we will be able to complete our assessment, testing and any
        required remediation in a timely fashion.  During the evaluation and
        testing process, if we identify one or more material weaknesses in our internal
        control over financial reporting, we will be unable to assert that such internal
        control is effective.  If we are unable to assert that our internal control
        over financial reporting is effective (or if our auditors are unable to attest
        that our management’s report is fairly stated or they are unable to express an
        opinion on the effectiveness of our internal controls), we could lose investor
        confidence in the accuracy and completeness of our financial reports, which
        could have a material adverse effect on our stock price.
 
 Failure
        to comply with the new rules may make it more difficult for us to obtain
        certain
        types of insurance, including director and officer liability insurance.  We
        may be forced to accept reduced policy limits and coverage and/or incur
        substantially higher costs to obtain the same or similar coverage.  The
        impact of these events could also make it more difficult for us to attract
        and
        retain qualified persons to serve on our board of directors, on committees
        of
        our board of directors, or as executive officers.
 
  22
 **Item
        2.**  **Unregistered
        Sale of Equity Securities and Use of Proceeds** .
 
 During
        this fiscal quarter, we issued the following common stock:
 
 On
        July
        31, 2007, the company issued Brian Ettinger 527,819 restricted common shares
        in
        connection with a consulting services agreement for the development of synthetic
        ultra-clean diesel projects. The shares were valued at
        $351,000.
 
 On
        September 12, 2007, we issued Denise Barbato 3,000,000 common shares valued
        at
        $252,000 as a partial payment on the January 8, 2004 debt consolidation
        agreement.
 
 On
        September 26, 2007, we issued Jackie Brown 100,000 common shares as payment
        for
        the November 12, 2003 Licensing Option Agreement consideration. The shares
        had
        been valued on that date at $8,300.
 
 On
        September 28, 2007, we issued 50,000 common shares to Jim Arnold pursuant
        to his
        professional consulting agreement. The shares were valued at
        $17,000.
 
 On
        October 24, 2007, we issued Denise Barbato 2,550,000 common shares valued
        at
        $214,200 as a partial payment on the January 8, 2004 debt consolidation
        agreement.
 
 We
        believe the securities issued above were issued in a private transaction
        pursuant to Section 4(2) of the Securities Act of 1933, as amended, (the
        “Securities Act”). These shares are considered restricted securities and may not
        be publicly resold unless registered for resale with appropriate governmental
        agencies or unless exempt from any applicable registration
        requirements.
 
 **Item
        3.**  **Defaults
        upon Senior Securities.** None.
 
 **Item
        4.****Submission
        of Matters to a Vote of Security Holders.**
 
 No
        matter
        was submitted to a vote of the security holders, through the solicitation
        of
        proxies or otherwise, during the quarter of the fiscal year covered by this
        report.
 
 **Item
        5.****Other
        Information.**
 
 None.
 
 Qualification
        of Contents of the Transaction Summary:
 
 The
        following paragraphs contain a limited summary of the principal terms of
        a
        Development Agreement and two amendments executed by Fuel Frontiers, Inc.,
        a
        company subsidiary. The summary below is qualified in its entirety by the
        terms
        and conditions of the Development Agreement dated July 30, 2007, the First
        Amendment of Development Agreement dated August 8, 2007 and the Second Amendment
        of Development Agreement dated November 12, 2007, all of which are attached
        to
        this report as Exhibits 10.1, 10.2 and 10.3 respectively.
 
 Development
        Agreement and Amendments:
 
 The
        company received $200,000 as partial payment associated with a Development
        Agreement with Kentucky Fuel Associates, Inc. (herein, “KFA) which was
        originally signed on July 30, 2007 and subsequently amended twice. The purpose
        of the Development Agreement is to initially explore development opportunities
        for a coal-to-gas-to-liquid fuels (“CTL”) production facility in the State of
        Kentucky. FFI has focused corporate efforts in the area of CTL production
        technologies. KFA has expertise and business relationships in Kentucky which
        may
        compliment FFI’s CTL efforts.
 
 23
 KFA
        has
        agreed to provide FFI with an initial funding of $2,000,000 for exclusive
        use in
        connection with FFI’s costs and expenses associated with the development of a
        CTL production facility in Kentucky. The $200,000 payment represents an initial
        advance on the $2,000,000.
 
 FFI
        has
        granted KFA the exclusive right to locate and develop CTL production projects
        in
        the State of Kentucky and the non-exclusive right to perform the same functions
        throughout the United States. KFA will also have the right to match any third
        party’s proposals for CTL production projects in the United States, subject to
        FFI’s approval.
 
 In
        consideration of the Development Agreement and for each site located by KFA
        and
        accepted by FFI for development, FFI has agreed to pay KFA Seven (7%) percent
        of
        the net pre-tax income for each CTL production facility for the life of each
        facility. Additionally, in consideration for KFA’s $2,000,000 funding, FFI will
        grant KFA a two and one-half (2.5%) percent equity interest in the first
        CTL
        facility developed by KFA.
 
 The
        Development Agreement has a ten (10) year term and is renewable, at the election
        of the parties, for an additional five (5) year term. The Agreement may be
        terminated for a breach of any material provision which remains uncured for
        more
        than ninety (90) days following written notice of the breach.
 
 The
        reader is cautioned not to place undue reliance on the prospect that FFI
        will
        receive the initial funding balance of $1,800,000 until it is actually paid
        to
        the company.
 
 **Item
        6.**  **Exhibits**
 
 (a)
              Exhibits:
 
 10.1
              Development
                  Agreement dated July 30, 2007
 10.2
              First
                  Amendment of Development Agreement dated August 8,
                  2007
 10.3
              Second
                  Amendment of Development Agreement dated November 12,
                  2007
  31.1
              Chief
                  Executive Officer-Section 302 Certification pursuantto
                  Sarbanes-Oxley Act.
 31.2
                  Chief
                      Financial Officer-Section 302 Certification pursuantto
                      Sarbanes-Oxley Act.
 32.1
                  Chief
                      Executive Officer-Section 906 Certification pursuantto
                      Sarbanes-Oxley Act.
 32.2
                  Chief
                      Financial Officer-Section 906 Certification pursuantto
                      Sarbanes-Oxley Act.
   24
 SIGNATURES
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 Dated:
        November 14, 2007.
 
 
 NUCLEAR
        SOLUTIONS, INC.
 
 By:
              /s/Patrick
                  Herda
              
              By:
              /s/Kenneth
                  FaithPatrick
                  Herda
              
              
              Kenneth
                  FaithTitle:
                  President, CEO
              
              
              Title:
                  CFO
 
 
  25